SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 10, 1997
Innotech, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27746 54-1560349
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(State or other (Commission (IRS Employee
jurisdiction File No.) Identification No.)
of incorporation)
5568 Airport Road, Roanoke, Virginia 24012
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(Address of principal executive offices) (Zip code)
Registrant's telephone no., including area code: (540) 362-2520
TOTAL NUMBER OF PAGES: 5
Item 5. Other Events.
On February 10, 1997, the Registrant entered into an
Agreement and Plan of Merger (the "Merger Agreement") with
Johnson & Johnson and INO Acquisition Corp., a wholly-owned
subsidiary of Johnson & Johnson, which provides for the
acquisition of all of the Common Stock, par value $.001 per
share, of the Registrant at a price of $13.75 per share, payable
in cash. Under the terms of the Merger Agreement, on
February 18, 1997, INO Acquisition Corp. commenced a tender offer
to purchase all of the outstanding shares of the Registrant's
Common Stock not already owned by Johnson & Johnson, INO
Acquisition Corp. or any other subsidiary of Johnson & Johnson at
a cash price of $13.75 per share. The Merger Agreement provides
that, subject to the satisfaction or waiver of certain
conditions, the tender offer will be followed by a merger of INO
Acquisition Corp. with and into the Registrant, in which case
those shares that are not purchased in the tender offer (other
than shares held in the Registrant's treasury, by Johnson &
Johnson, INO Acquisition Corp. or any other subsidiary of Johnson
& Johnson, or by stockholders duly exercising appraisal rights as
provided by Delaware law) will be converted into the right to
recieve in cash the price paid per share pursuant to the tender
offer.
The Registrant has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 on February 18, 1996, with the
Securities and Exchange Commission. The Registrant's Board of
Directors has unanimously approved the Merger Agreement, the
tender offer and all transactions contemplated thereby.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated
February 10, 1997, between the Registrant,
Johnson & Johnson and INO Acquisition Corp.
(previously filed on February 18, 1997, with
the Securities and Exchange Commission as an
exhibit to the Tender Offer Statement on
Schedule 14D-1 of INO Acquisition Corp. and
Johnson & Johnson and incorporated herein by
reference).
99.1 Joint Press Release of Johnson & Johnson and
the Registrant, dated February 11, 1997
(previously filed on February 18, 1997, with
the Securities and Exchange Commission as an
exhibit to the Tender Offer Statement on
Schedule 14D-1 of INO Acquisition Corp. and
Johnson & Johnson and incorporated herein by
reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
INNOTECH, INC.
(Registrant)
Date: February 26, 1997 Ronald D. Blum
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Ronald D. Blum
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger, dated February 10,
1997, between the Registrant, Johnson & Johnson
and INO Acquisition Corp. (previously filed on
February 18, 1997, with the Securities and
Exchange Commission as an exhibit to the Tender
Offer Statement on Schedule 14D-1 of INO
Acquisition Corp. and Johnson & Johnson and
incorporated herein by reference).
99.1 Joint Press Release of Johnson & Johnson and the
Registrant, dated February 11, 1997 (previously
filed on February 18, 1997, with the Securities
and Exchange Commission as an exhibit to the
Tender Offer Statement on Schedule 14D-1 of INO
Acquisition Corp. and Johnson & Johnson and
incorporated herein by reference).